8-K 1 video-8k03104.txt VIDEO - 8K CHG ACCT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): March 5, 2004 VIDEOLOCITY INTERNATIONAL, INC. ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Nevada 33-2310-D 87-0429154 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 1762-A Prospector Avenue, Park City, Utah 84060 --------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (435) 615-8338 Item 4. Changes in Registrant's Certifying Accountant On March 5, 2004, our Board of Directors met and unanimously approved a resolution to dismiss Andersen Andersen & Strong, L.C. from its position as our independent certifying accountants. The audit report of Andersen Andersen & Strong, L.C. for the year ended October 31, 2002, contained a modification expressing substantial doubt as to Company's ability to continue as a going concern. The audit report contained no other adverse opinion, disclaimer of opinion or modification as to uncertainty, audit scope or accounting principle. In connection with its audits for the past two fiscal years and review of unaudited financial statements through July 31, 2003, and through the date of dismissal on March 5, 2004, there have been no disagreements with Andersen Andersen & Strong on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which if not resolved to the satisfaction of Andersen Anderson & Strong, would have caused them to make reference thereto on the financial statements. During the two most recent fiscal years and through March 5, 2004 there have been no reportable events as set forth in Regulation S-B, Item 304(a)(1)(iv). The Company has provided Andersen Andersen & Strong, L.C. a copy of this Form 8-K and has requested Andersen Andersen & Strong L.C. to furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Andersen Andersen & Strong, L.C. agrees with the above statements. A copy of the letter provided to us by Andersen Andersen & Strong, L.C. in response to this request is filed as Exhibit 16.1 to this Form 8-K. Also on March 5, 2004, our Board of Directors unanimously approved a resolution to engage Madsen & Associates, CPAs, Inc. to audit our financial statements for the year ended October 31, 2003. During the two most recent fiscal years and through March 5, 2004, we have not consulted with Madsen & Associates regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the our financial statements, and no written report or oral advice was provided to us by concluding there was an important factor to be considered by us in reaching a decision as to an accounting, auditing or financial reporting issue; or (ii) any matter was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-B and the related instructions thereto, or a reportable event, as set forth in Item 304(a)(1)(iv) of Regulation S-B. Item 7. Financial Statements and Exhibits (c) Exhibits 16.1Letter regarding change in certifying accountant 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Date: March 10, 2004 VIDEOLOCITY INTERNATIONAL, INC. By: /S/ ROBERT E. HOLT ----------------------------------- Robert E. Holt, President 3